OK, Mr. "STFU" here is your precious 8K. And here is your $7 stock price massive dilution. AG right again, ASTN shareholders loose again. MST2000 sitll in denial.
"ITEM 5. OTHER ITEMS.
On August 18, 1999 (the "Issue Date"), the Ashton Technology Group, Inc. (the
"Company") completed the sale of 20,000 shares of its Series F Convertible
Preferred Stock ("Series F Preferred") with a stated value of $1,000 per share
("Stated Value"), and warrants to purchase an aggregate of 200,000 shares of the
Company's common stock (the "Warrants"), for gross proceeds of $20,000,000. The
shares were sold to RGC International Investors, LDC, an investment fund managed
by Rose Glen Capital Management, L.P ("Rose Glen"), in a private equity offering
pursuant to Regulation D of the Securities Act of 1933, as amended. The net
proceeds of the sale will be utilized for general working capital, including the
development of additional products and initiatives of the Company's
subsidiaries, eMC and NextExchange.
Each share of the Series F Preferred is convertible into a number of shares of
the Company's common stock equal to:
(i) the Stated Value plus a premium of 6% per annum of the Stated Value
from the Issue Date, divided by
(ii) the "Conversion Price"
The Conversion Price is defined as the lesser of:
(i) 100% of the average of the five low closing bid prices during the 22-
day trading period ending on the day prior to the date of
conversion, and
(ii) $10.79 (based on 110% of the "Closing Price", defined as the average
closing bid price of the Company's common stock during the ten
trading days ended August 17, 1999).
Prior to February 17, 2000, if any conversions take place on days where the
common stock trades below 80% of the Closing Price, or $7.85 (the "Floor
Price"), then the Conversion Price will equal the Floor Price. Beginning on
February 18, 2000, if the closing sale price of the common stock is below 75% of
the Closing Price, or $7.35 on the conversion date, the Company will have the
right to redeem the Series F Preferred shares submitted for conversion at an
amount equal to the number of shares that would have otherwise been issued,
multiplied by the closing sale price on the conversion date.
The Warrants are exercisable for five years at an exercise price equal to 125%
of the Closing Price, or $12.26 per share.
The Company has agreed to file a registration statement with the Securities and
Exchange Commission under the Securities Act of 1933 within 30 days of the Issue
Date to register the shares of its common stock issuable in connection with the
conversion of the Series F Preferred shares and the exercise of the Warrants.
In addition, the Company agreed to pay Rose Glen an expense allowance of $40,000
for expenses incurred by Rose Glen in connection with the negotiation of the
agreement, the review of the registration statement, and other matters to be
executed in connection with the agreement, including without limitation,
attorneys' and consultants' fees and travel expenses.
The Company's press release announcing the sale of the Series F Preferred Stock,
the Certificate of Designations, Preferences and Rights, the Securities Purchase
Agreement, the Registration Rights Agreement, and the Stock Purchase Warrant are
filed as exhibits to this Current Report on Form 8-K. This summary description
of the transaction is qualified in its entirety by reference to the documents
filed as exhibits hereto.
<PAGE> |
